HONG KONG and CALGARY, Alberta, July 28, 2015 /PRNewswire/ -- The Board of Directors of Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine") (HKEX: 2012,TSX: SUO) wishes to announce the following:
References are made to the announcement of the Corporation dated June 1, 2015 (Hong Kong time) (May 31, 2015 (Calgary time)) (the "Announcement") and the circular of the Corporation dated June 22, 2015 (the "Circular"), in relation to, among other matters, the proposed issue of new Shares under Specific Mandate and the connected transactions involving subscriptions for new Shares by connected persons. Unless the context requires otherwise, terms use herein shall have the same meanings as those defined in the Announcement and the Circular.
EXTENSION OF CLOSING SCHEDULE FOR ISSUANCE OF Shares UNDER THE SPECIFIC MANDATE
On June 1, 2015, the Corporation announced that the Corporation had entered into the Subscription Agreements with each of the Subscribers pursuant to which the Subscribers had conditionally agreed to subscribe, and the Corporation had conditionally agreed to allot and issue, an aggregate of 524,734,210 Subscription Shares at the Subscription Price of HK$0.75 per Subscription Share for an aggregate cash consideration of HK$393,550,657.50. On June 22, 2015, the Corporation published the Circular and notice of a special general meeting of shareholders to seek Shareholder approval for the Subscriptions. On July 21, 2015, the Corporation announced that the resolution to approve the Subscriptions was duly passed by the Shareholders by way of poll at the meeting held on July 21, 2015 (Hong Kong time) and July 20, 2015 (Calgary time).
Proposed additional market purchases by Prime Union
As disclosed in the Circular, one of the reasons for the Subscriptions was to enable Mr. Sun, the Corporation's Executive Chairman, to make a significant equity investment in the Corporation without triggering a requirement for him to make a take-over bid under Canadian securities laws, which would be triggered by purchases of Shares that increased his ownership in the Corporation over 20%, but which would not be triggered by a subscription of Shares.
Mr. Sun has informed the Board that he wishes to make additional purchases of Shares in the secondary market and, since closing of the Subscriptions is expected to result in him holding over 20% of the Corporation's issued Shares, he has requested that the closing date of the Subscriptions be extended to enable him to do this without triggering a requirement for him to make a take-over bid under Canadian securities laws. Mr. Sun has advised the Board that all additional purchases of Shares will be made in compliance with applicable legal and regulatory requirements, including the rules of the Toronto Stock Exchange and The Stock Exchange of Hong Kong Limited, and that all purchases will be disclosed in accordance with Part XV of the Securities and Futures Ordinance (Cap. 271). Mr. Sun will make all purchases of Shares through Prime Union, which is directly wholly owned by Mr. Sun.
Shareholders and potential investors should note that there can be no assurance that Mr. Sun will make any PURCHASES of SHARES OR, IF HE DOES MAKE PURCHASES, THE NUMBER OF SHARES HE WILL PURCHASE OR THE PRICES AT WHICH HE WILL PURCHASE THEM. Shareholders and potential investors ARE ACCORDINGLY REMINDED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE CORPORATION.
Extended closing details
The Board of Directors has consented to an extension of the closing schedule for Subscriptions authorized under the Specific Mandate. Subscriptions for an aggregate of 524,734,210 Subscription Shares, representing approximately 11.85% (post-closing and not taking into account the private placements announced on July 12, 2015) of the issued share capital of the Corporation are to be closed in tranches commencing on August 20, 2015 and ending no later than September 30, 2015. Pursuant to the terms of Subscription Amending Agreements dated July 27, 2015, the first closing will be completed on August 20, 2015 for an aggregate of 111,214,210 Shares (HK$83,410,658).
The August 20, 2015 Subscription closing details are as follows:
i. Prime Union (103,380,000 Shares),
ii. Mr. Hibberd (2,067,600 Shares),
iii. Dr. Jiang (775,350 Shares),
iv. Mr. Fong (1,000,000 Shares),
v. Mr. Song (516,900 Shares), and
vi. the Employee Subscribers (3,474,360 Shares),
in each case at the Subscription Price of HK$0.75 (approximately CDN$0.12) per Subscription Share.
The remaining 413,520,000 Shares (HK$310,140,000) subscribed for by Prime Union will be closed in one or more tranches after August 20, 2015, with the last tranche closing no later than September 30, 2015.
For further details of the Subscriptions, please see the Circular.
By Order of the Board of Sunshine Oilsands Ltd.
Sun Kwok Ping
Michael J. Hibberd
Non-Executive Vice Chairman
Calgary, July 27, 2015
Hong Kong, July 28, 2015
As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun, Mr. Hong Luo and Dr. Qi Jiang as executive directors; Mr. Michael John Hibberd, Mr. Hok Ming Tseung, Mr. Haotian Li and Mr. Jin Hu as non-executive directors; and Mr. Raymond Shengti Fong, Mr. Robert John Herdman, Mr. Gerald Franklin Stevenson and Mr. Zhefei Song as independent non-executive directors.
* For identification purposes only
This announcement contains forward-looking information relating to, among other things: (a) closing of the Subscriptions, including the amounts and timing thereof; (b) the use of proceeds from the Subscriptions; (c) acquisitions of Shares; (d) the future financial performance and objectives of Sunshine; and (e) the plans and expectations of the Corporation. Such forward-looking information is subject to various risks, uncertainties and other factors. All statements other than statements and information of historical fact are forward-looking statements. The use of words such as "estimate", "forecast", "expect", "project", "plan", "target", "vision", "goal", "outlook", "may", "will", "should", "believe", "intend", "anticipate", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on Sunshine's experience, current beliefs, assumptions, information and perception of historical trends available to Sunshine, and are subject to a variety of risks and uncertainties including, but not limited to those associated with resource definition and expected reserves and contingent and prospective resources estimates, unanticipated costs and expenses, regulatory approval, fluctuating oil and gas prices, expected future production, the ability to access sufficient capital to finance future development and credit risks, changes in Alberta's regulatory framework, including changes to regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations and the impact thereof and the costs associated with compliance. Although Sunshine believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions and factors discussed in this announcement are not exhaustive and readers are not to place undue reliance on forward-looking statements as the Corporation's actual results may differ materially from those expressed or implied. Sunshine disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this announcement, except as required under applicable securities legislation. The forward-looking statements speak only as of the date of this announcement and are expressly qualified by these cautionary statements. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. For a full discussion of the Corporation's material risk factors, see the Corporation's annual information form for the year ended December 31, 2014 and risk factors described in other documents we file from time to time with securities regulatory authorities, all of which are available on the Hong Kong Stock Exchange at www.hkexnews.hk, on the SEDAR website at www.sedar.com or the Corporation's website at www.sunshineoilsands.com.
About Sunshine Oilsands Ltd.
The Corporation is a Calgary based public corporation, listed on the Hong Kong Stock Exchange since March 1, 2012 and the Toronto Stock Exchange since November 16, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production target rate of 5,000 barrels per day.
SOURCE Sunshine Oilsands Ltd.
For further information: Dr. Qi Jiang, President and Chief Operating Officer, +1-587-390-0606, [email protected], Website: www.sunshineoilsands.com, http://www.sunshineoilsands.com